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VICI Properties (NYSE: VICI) shareholders back directors, auditor and pay

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(Moderate)
Filing Sentiment
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

VICI Properties Inc. held its 2026 Annual Meeting of Stockholders on April 28, 2026, where stockholders voted on director elections, the outside auditor, and executive pay. Seven directors, including Edward B. Pitoniak and Michael D. Rumbolz, were elected to serve until the 2027 annual meeting or until successors are qualified.

Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 961,351,390 votes for and 4,814,058 against. They also approved, on a non-binding advisory basis, the compensation of named executive officers, with 867,442,313 votes for and 46,467,590 against.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes for auditor ratification 961,351,390 votes Ratification of Deloitte & Touche LLP for fiscal year ending December 31, 2026
Votes for say-on-pay 867,442,313 votes Advisory approval of named executive officer compensation
Votes against say-on-pay 46,467,590 votes Advisory vote on executive compensation
Broker non-votes on say-on-pay 50,782,758 votes Advisory vote on named executive officer compensation
Votes for Pitoniak as director 914,831,555 votes Election of Edward B. Pitoniak to board until 2027 annual meeting
Votes against Holland as director 32,937,352 votes Election of Elizabeth I. Holland to board
Broker non-votes on director elections 50,782,758 votes Each director election proposal
broker non-votes financial
"The table below sets forth the voting results for each director nominee"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory vote on named executive officer compensation financial
"advisory vote on named executive officer compensation"
Annual Meeting of Stockholders financial
"held its 2026 Annual Meeting of Stockholders"
Understanding 8-K Material Events →
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 __________________________________________________
FORM 8-K
__________________________________________________
 
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 28, 2026
__________________________________________________
VICI Properties Inc.
VICI Properties L.P.
(Exact Name of Registrant as Specified in its Charter)
__________________________________________________
Maryland (VICI Properties Inc.)
001-3837281-4177147
Delaware (VICI Properties L.P.)
333-264352-0135-2576503
(State or Other Jurisdiction
of Incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
535 Madison Avenue
New York, New York 10022
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (646) 949-4631
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
__________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
 Title of each classTrading SymbolName of each exchange on which registered
Common stock, $0.01 par value
VICI
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
VICI Properties Inc.☐Emerging growth company
VICI Properties L.P.☐Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
VICI Properties Inc.☐
VICI Properties L.P.☐


Item 5.07Submission of Matters to a Vote of Security Holders.
On April 28, 2026, VICI Properties Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The information below is a summary of the final voting results on the three proposals considered and voted upon at the Annual Meeting. The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the U.S. Securities and Exchange Commission on March 16, 2026.
Proposal 1: Election of Directors
The following persons were duly elected as directors of the Company to serve until the 2027 Annual Meeting of Stockholders of the Company or until their respective successors are duly elected and qualified: James R. Abrahamson, Diana F. Cantor, Monica H. Douglas, Elizabeth I. Holland, Craig Macnab, Edward B. Pitoniak and Michael D. Rumbolz. The table below sets forth the voting results for each director nominee:
Nominee
Votes For
Votes Against
Abstentions
Broker Non-Votes
James R. Abrahamson
909,432,7515,919,127600,27550,782,758
Diana F. Cantor
904,570,9599,627,8401,753,35450,782,758
Monica H. Douglas
905,234,3518,956,3501,761,45250,782,758
Elizabeth I. Holland
882,457,82232,937,352556,97950,782,758
Craig Macnab
895,067,85120,285,560598,74250,782,758
Edward B. Pitoniak
914,831,555524,289596,30950,782,758
Michael D. Rumbolz
914,081,7161,275,480594,95750,782,758
Proposal 2: Ratification of Independent Registered Public Accounting Firm
At the Annual Meeting, the Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The table below sets forth the voting results for this proposal:
Votes For
Votes Against
Abstentions
Broker Non-Votes
961,351,3904,814,058569,4630
Proposal 3: Advisory Vote on Named Executive Officer Compensation
At the Annual Meeting, the Company’s stockholders voted to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers. The table below sets forth the voting results for this proposal:
Votes For
Votes Against
Abstentions
Broker Non-Votes
867,442,31346,467,5902,042,25050,782,758


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VICI PROPERTIES INC.
Date: April 28, 2026By:
/s/ SAMANTHA S. GALLAGHER
Samantha S. Gallagher
Executive Vice President, General Counsel and Secretary
VICI PROPERTIES L.P.
Date: April 28, 2026By:
/s/ SAMANTHA S. GALLAGHER
Samantha S. Gallagher
Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did VICI (VICI) stockholders vote on at the 2026 annual meeting?

VICI stockholders voted on electing seven directors, ratifying Deloitte & Touche LLP as independent registered public accounting firm for 2026, and approving on a non-binding basis the compensation of named executive officers, as outlined in the company’s March 16, 2026 proxy statement.

Which directors were elected at VICI (VICI) 2026 annual meeting?

Stockholders elected seven directors: James R. Abrahamson, Diana F. Cantor, Monica H. Douglas, Elizabeth I. Holland, Craig Macnab, Edward B. Pitoniak, and Michael D. Rumbolz. Each will serve until the 2027 annual meeting of stockholders or until a successor is duly elected and qualified.

How did VICI (VICI) stockholders vote on Deloitte & Touche as auditor?

Stockholders ratified Deloitte & Touche LLP as VICI’s independent registered public accounting firm for the year ending December 31, 2026, with 961,351,390 votes for, 4,814,058 votes against, and 569,463 abstentions, and no broker non-votes reported for this proposal.

What were the results of VICI (VICI) say-on-pay vote in 2026?

For the advisory vote on named executive officer compensation, VICI received 867,442,313 votes for approval, 46,467,590 votes against, and 2,042,250 abstentions, along with 50,782,758 broker non-votes, indicating shareholder feedback on the company’s executive pay program.

Did any VICI (VICI) director nominees receive significant opposition votes?

All nominees were elected, but vote totals varied. For example, Edward B. Pitoniak received 914,831,555 votes for and 524,289 against, while Elizabeth I. Holland received 882,457,822 votes for and 32,937,352 against, reflecting differing levels of shareholder support across the board.

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